Del. C. » Title 6 — SUBTITLE II · Commerce and Trade · Subchapter II. Formation; Certificate of Formation
Delaware Code

6 Del. C. § 18-203 (2026)

Cancellation of certificate

✓ current as of May 2026
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(a) A certificate of formation shall be canceled upon the dissolution and the completion of winding up of a limited liability company, or as provided in § 18-104(d), § 18-104 (i)(4), § 18-112 or § 18-1108 of this title, or upon the filing of a certificate of merger or consolidation or a certificate of ownership and merger if the limited liability company is not the surviving or resulting entity in a merger or consolidation or upon the future effective date or time of a certificate of merger or consolidation or a certificate of ownership and merger if the limited liability company is not the surviving or resulting entity in a merger or consolidation, or upon the filing of a certificate of transfer or upon the future effective date or time of a certificate of transfer, or upon the filing of a certificate of conversion to non-Delaware entity or upon the future effective date or time of a certificate of conversion to non-Delaware entity or upon the filing of a certificate of division if the limited liability company is a dividing company that is not a surviving company or upon the future effective date or time of a certificate of division if the limited liability company is a dividing company that is not a surviving company. A certificate of cancellation shall be filed in the office of the Secretary of State to accomplish the cancellation of a certificate of formation upon the dissolution and the completion of winding up of a limited liability company and shall set forth:

(1) The name of the limited liability company;

(2) The date of filing of its certificate of formation;

(3) If the limited liability company has formed 1 or more registered series whose certificate of registered series has not been canceled prior to the filing of the certificate of cancellation, the name of each such registered series;

(4) The future effective date or time (which shall be a date or time certain) of cancellation if it is not to be effective upon the filing of the certificate; and

(5) Any other information the person filing the certificate of cancellation determines.

(b) A certificate of cancellation that is filed in the office of the Secretary of State prior to the dissolution or the completion of winding up of a limited liability company may be corrected or nullified as an erroneously executed certificate of cancellation by filing with the office of the Secretary of State a certificate of correction of such certificate of cancellation in accordance with § 18-211 of this title.

(c) The Secretary of State shall not issue a certificate of good standing with respect to a limited liability company (or any registered series thereof) if its certificate of formation is canceled.

68 Del. Laws, c. 434, §  1;  70 Del. Laws, c. 75, §  6;  71 Del. Laws, c. 77, §  8;  71 Del. Laws, c. 341, §  2;  72 Del. Laws, c. 389, §§  4-6;  73 Del. Laws, c. 295, §  4;  74 Del. Laws, c. 85, §  1;  75 Del. Laws, c. 317, §  4;  76 Del. Laws, c. 105, §  10;  77 Del. Laws, c. 287, §  4;  78 Del. Laws, c. 95, §  3;  81 Del. Laws, c. 357, §§ 9, 10;  85 Del. Laws, c. 47, § 3; 
Notes of Decisions
Cited in 5 cases (3 in the last 5 years), 2017–2026 · leading case: Terramar Retail Centers, LLC v. Marion 2 Seaport Trust U/A/D/ June 21, 2002 (Del. Ch. 2017).
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Terramar Retail Centers, LLC v. Marion 2 Seaport Trust U/A/D/ June 21, 2002 (Del. Ch. 2017). “77 See 6 Del. C. § 18-203 (“A certificate of cancellation shall be filed in the office of the Secretary of State to accomplish the cancellation of a certificate of formation .”
California Dep't of Toxic v. Century Indem. Co. (9th Cir. 2022). “See also 6 Del. Code § 18-203(a) (providing for filing such a certificate “upon the dissolution and the completion of winding up of a limited liability company”).”
In Re Reinz Wisonsin Gasket, LLC (Del. Ch. 2023). “132 Pursuant to 6 Del. C. § 18-203, a certificate of cancellation should only be filed “upon the dissolution and the completion of winding up of a limited liability company .”
Schiff v. ZM Equity Partners, LLC (S.D.N.Y. 2020). “” 6 Del. C. § 18-203(a). Once that filing occurs, a dissolved LLC lacks the capacity to sue or be sued.”
In Re Reinz Wisconsin Gasket, LLC (Del. Ch. 2026). “158 6 Del. C. § 18-203. 159 Capone, 2018 WL 1956282 , at *7 (quoting Matthew v.”
— 6 Del. C. § 18-203(a) — 2 cases
California Dep't of Toxic v. Century Indem. Co. (9th Cir. 2022). “See also 6 Del. Code § 18-203(a) (providing for filing such a certificate “upon the dissolution and the completion of winding up of a limited liability company”).”
Schiff v. ZM Equity Partners, LLC (S.D.N.Y. 2020). “” 6 Del. C. § 18-203(a). Once that filing occurs, a dissolved LLC lacks the capacity to sue or be sued.”
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